Exhibit 10.1

                          FIRST MODIFICATION AGREEMENT

      This MODIFICATION AGREEMENT ("Modification") is entered into this 7 day of
December, 2004 by and among EDWARD J. LAWSON as Executive (the "Executive"), and
21st Century Holding Company (the "Company").

WITNESSETH;

      WHEREAS, pursuant to that certain Employment Agreement dated as of
September 1, 1998 by and among the Executive and the Company (the "Agreement"),
the Company agrees to employ and the Executive agrees to be employed; and

      WHEREAS, all terms used herein and not otherwise defined in the Agreement
shall have the meaning set forth herein; and

      WHEREAS, the Executive and the Company desire to modify and amend the
Agreement as hereinafter set forth.

      NOW, THEREFORE, in consideration of the covenants, conditions and
agreements contained in the Agreement, the parties hereto intending to be
legally bound, hereby agree as follows:

      1.    "Base Salary" as defined under the Compensation section in the
            Agreement is hereby amended in its entirety to read as follows:

                  Effective October 18, 2004, the Executive shall receive a base
                  salary at the annual rate of $117,000, subject to adjustment
                  in accordance with this Paragraph 2.1 (the "Base Salary"). The
                  Base Salary shall be payable in substantially equal
                  installments consistent with the Company's normal payroll
                  schedule, subject to applicable withholding and other taxes.
                  Commencing on the first anniversary of the Commencement Date,
                  and each anniversary of the Commencement Date thereafter
                  during the Term, the Base Salary shall be increased, but shall
                  not be decreased, by that percentage by which the Consumer
                  Price Index (All Items Less Shelter), Urban Wage Earners and
                  Clerical Workers, for the Miami, Florida area published by the
                  United States Government (the "Index") for the immediately
                  preceding calendar year exceeds such index for the next
                  preceding calendar year. If publication of the Index is
                  discontinued, the parties hereto shall accept comparable
                  statistics on the cost of living for the Miami, Florida area
                  as computed and published by an agency of the United States
                  government or, if no such agency computes and publishes such
                  statistics, by any regularly published national periodical
                  that does compute and publish such statistics.

      2.    "Automobile Allowance" as defined under the Compensation section of
            the Agreement is hereby amended in its entirety to read as follows:

                  Effective January 1, 2005 and throughout the Term of this
                  Agreement, the Company will pay Executive an automobile
                  allowance in the amount of $1,125.00 per month. Such
                  automobile allowance shall be for no more than one automobile
                  and shall include all expenses related thereto, including,
                  without limitation, lease expenses, maintenance and insurance.
<PAGE>

      3.    The principal office of the Company shall hereby be amended to 3661
            West Oakland Park Boulevard, Suite 300, Lauderdale Lakes, Florida
            33311.

      4.    Agreement Ratification. All terms, conditions and covenants of the
            Agreement, not otherwise modified herein, are hereby ratified and
            confirmed and this Modification, when executed by the parties
            hereto, shall become a part of the Agreement and shall have the same
            force and effect as if the terms and conditions hereof were
            originally incorporated in the Agreement prior to the execution
            thereof.

      IN WITNESS WHEREOF, this Modification Agreement is executed by the
undersigned parties as of the day and year first set forth above.

                                        EXECUTIVE:


                                        /s/ Edward J. Lawson
                                        ----------------------------------------
                                        EDWARD J. LAWSON


                                        21ST CENTURY HOLDING COMPANY


                                        By /s/ Richard A. Widdicombe
                                          --------------------------------------
                                        Name:  RICHARD A. WIDDICOMBE
                                        Title: CHIEF EXECUTIVE OFFICER